Real Estate Company in Germany: A GmbH for Property Investment
A real estate company in Germany, in the investment sense, is a GmbH used to hold, let, and manage property rather than to broker it. Investors set one up because it separates the property from personal assets, can be far more tax-efficient than owning in your own name, and makes a portfolio easier to finance, structure, and pass on. Müller Konsult sets up and acquires these property-holding GmbHs for German and international investors, either by forming a new company or by transferring a clean, ready-made one.
One clarification first: this page is about the legal ownership vehicle, not a real estate agency or a marketplace of buildings for sale. When people search for a “real estate company Germany” they sometimes mean a brokerage. Here we mean the GmbH that actually owns the bricks.
What is a real estate company (GmbH) in Germany?
A real estate company is most often a GmbH (Gesellschaft mit beschränkter Haftung) whose purpose is to own and manage real property. In German it is commonly called an Immobilien-GmbH, and when its only activity is managing its own assets it is a vermögensverwaltende GmbH, an asset-managing company. The company buys the property, holds it in its own name in the land register (Grundbuch), collects the rent, and pays the tax.
Because a GmbH only exists in law once it is entered in the commercial register (GmbHG §11), you cannot hold property through one until it is registered. That is why many investors buy a shelf company in Germany, a company that is already registered and clean, instead of waiting out a new formation. Either route gives you the same kind of vehicle at the end.
Why use a GmbH to hold German property?
Holding property in a company rather than personally changes both the risk and the tax picture. The main reasons investors choose a GmbH are:
- Liability separation. The company’s assets alone answer for its obligations (GmbHG §13), so a problem with one property or tenant does not reach your personal wealth.
- Tax efficiency on rental income. A company is taxed at the corporate rate, and a pure-letting GmbH can often shelter rental profit from trade tax (explained below), which can beat personal income tax for investors who reinvest.
- Cleaner financing and growth. A company can build a track record, hold several properties, and bring in co-investors through shares rather than re-titling each building.
- Succession and wealth transfer. Passing on company shares is usually simpler than transferring property deeds, which helps with estate and inheritance planning.
A GmbH is not automatically the right answer for every investor; the benefit depends on rental income, your holding horizon, and whether you keep profits in the company. We assess that with you rather than assuming it.
Asset-managing vs commercial real estate GmbH
How your GmbH is classified for tax matters more than almost anything else, because it decides whether trade tax applies. The line runs between a company that purely manages its own property and one that trades or develops.
| Asset-managing (vermögensverwaltend) | Commercial (gewerblich) | |
|---|---|---|
| Typical activity | Letting and managing its own property | Trading, developing, flipping, or heavy services |
| Trade tax (Gewerbesteuer) | Can be removed via the extended deduction | Applies in full |
| Effective tax on profit | Around the corporate-tax level only | Corporate tax + trade tax (~30%) |
| Conditions | Strict; activity must stay within “pure letting” | None to qualify, but no relief |
| Best for | Long-term rental portfolios | Developers, traders, mixed operating businesses |
The asset-managing route is the tax-attractive one for long-term landlords, but it is fragile: stepping into activities the law treats as commercial, even partly, can lose the relief for the whole company. This is where structuring advice earns its keep.
- 1. Consultation — We propose the right company and structure for your goals.
- 2. Due diligence — We confirm the company is clean, debt-free and compliant.
- 3. Notarial transfer — Ownership passes to you — remotely if needed (GmbHG §15).
- 4. Setup — Banking, tax, registered address and director are put in place.
How a real estate GmbH is taxed
A German GmbH pays corporate income tax of 15% plus a 5.5% solidarity surcharge, an effective 15.825% on profit. On top of that, a normal trading company pays trade tax (Gewerbesteuer), a municipal levy averaging around 14%, which pushes a typical GmbH’s effective rate to roughly 30%. For a property GmbH, the headline numbers look like this:
| Tax | Rate | Applies to |
|---|---|---|
| Corporate income tax + solidarity surcharge | 15.825% | Company profit |
| Trade tax (Gewerbesteuer) | ~14% municipal average (up to ~17%) | Trading activity; can be removed for pure letting |
| Real estate transfer tax (Grunderwerbsteuer) | 3.5%–6.5% by federal state | Each property purchase |
| VAT (Umsatzsteuer) | 19% standard | Generally exempt on residential rent; commercial may opt in |
For tax treatment of company profit in general, see our guide to corporate tax in Germany. The figures below are general information, not tax advice, and the rules change.
The extended trade-tax deduction
The most valuable feature for landlords is the extended trade-tax deduction (erweiterte Gewerbesteuerkürzung) under §9 No. 1 sentence 2 of the Trade Tax Act (GewStG). A GmbH whose sole activity is managing and letting its own real property can deduct that letting profit from its trade-tax base, which in practice removes trade tax on the rental income. That can leave the company taxed at roughly the corporate level only, instead of the full ~30%.
The catch is in the word “sole”. The conditions are strict: certain side activities, the wrong kind of services, or even some forms of co-ownership can disqualify the company for the entire year. It is a powerful relief, but one to set up carefully and review every year with a tax adviser.
Real estate transfer tax and share deals
Buying property triggers real estate transfer tax (Grunderwerbsteuer), which ranges from 3.5% to 6.5% depending on the federal state where the property sits. This is paid on each acquisition and is separate from the cost of the company itself.
Investors sometimes buy the company that owns a property (a share deal) rather than the property directly. Transfer tax still applies if you acquire at least 90% of the shares within ten years (Grunderwerbsteuergesetz §1(2a)/(3), as reformed in 2021), so the old habit of keeping a sliver of shares no longer reliably avoids the tax. The mechanics of moving shares are covered in our GmbH share transfer guide.
Buy a ready-made real estate GmbH or form a new one?
Both routes end with the same kind of company. The difference is speed and customisation.
| Factor | Buy a ready-made GmbH | Form a new GmbH |
|---|---|---|
| Commercial register status | Already entered and active | Pending until registration completes |
| Time to a usable company | Days, after the notary appointment | Several weeks |
| Company name and purpose | Existing name; can be amended | Chosen from the start |
| Trading history | None (clean shelf company) | None |
| Share capital | Already paid in and verified | You deposit it during formation |
| Best when | You need to move on a property now | You want a bespoke name and structure |
If timing matters, a shelf company for property investment lets you act on a purchase without waiting out formation. If you would rather build from scratch, we also handle company formation in Germany, and our guide on a shelf company versus a new company weighs the two in detail.
The setup or purchase process step by step
Whether you form or buy, Müller Konsult runs the whole process:
- Consultation. We map your goal, a single property, a rental portfolio, or development, and pick the right vehicle and tax classification.
- Buy or form. You choose a ready-made GmbH for speed or a new formation for a bespoke name and purpose.
- Due diligence. For a ready-made company we verify it is clean, debt-free, and litigation-free before you commit.
- Notarial step. A share purchase agreement and notarised transfer (GmbHG §15), or a formation deed for a new company, with remote and power-of-attorney options for buyers abroad.
- Register update. New managing director, shareholders, and registered office are filed with the Handelsregister, with an updated shareholder list and a transparency-register entry.
- Banking and tax. We open or transfer a business account, confirm tax registrations, and set the company up with the Finanzamt.
- Property acquisition. With the company live, it can buy property and start letting.
Why the notary is required
German law does not let GmbH shares change hands by private contract. The transfer, and the agreement obliging someone to transfer, must be in notarial form (GmbHG §15). The same goes for a new formation. This is what gives the transaction legal certainty, and it is why every legitimate deal runs through a notary.
Shareholder list and beneficial-owner update
After a transfer, an updated list of shareholders (Gesellschafterliste) is filed with the commercial register, and the new beneficial owners are reported to the transparency register (Transparenzregister). These filings are what secure your ownership on the public record, and we handle both as part of the process.
What you need to provide (KYC and AML)
German anti-money-laundering rules (the Geldwäschegesetz) apply to forming or buying a company, so we will ask you to:
- Identify the ultimate beneficial owners (UBOs) with passport ID.
- Provide details of the incoming managing director(s) and shareholders.
- Confirm the planned activity, here, property investment and letting.
- Supply proof of address, plus corporate documents and the ownership chain if the buyer is a company.
- Show source of funds where the bank or notary requires it.
We coordinate the checks so the file is complete before the notary appointment.
Owning a German real estate GmbH as a foreigner
You do not have to be German, resident, or an EU citizen to own German property through a GmbH. Germany places no nationality bar on owning real estate or a German company, which is a meaningful contrast with Switzerland, where the Lex Koller restricts foreign buyers of residential property. The purchase or formation can be completed remotely using a remote notary or a power of attorney, so non-resident investors can take ownership without travelling.
If you are starting from outside Germany, our guide on how to buy a company in Germany as a foreigner walks through the practical steps, and a nominee or local director can help where a German point of contact is useful. We coordinate the cross-border paperwork on your behalf.
Thinking about a property GmbH for your portfolio? Request a free callback with our lawyers, with no obligation. Talk to our team.
Bank account and financing for a property GmbH
A property company needs a German business account to receive rent, pay suppliers, and service a mortgage, and for foreign owners opening one is often the slowest part. We help you open or transfer a business bank account in Germany, and a local director can make the bank’s checks easier to satisfy. German lenders generally finance property held in a GmbH, though they will look at the company’s capital, the property, and the people behind it, so a properly capitalised, well-documented company helps your case.
Holding structure: one GmbH or several?
For a single property, one GmbH is usually enough. As a portfolio grows, many investors place each property, or each project, in its own GmbH and own those companies through a holding GmbH on top. That ring-fences risk between properties and can make sales, financing, and succession cleaner, since you can sell or transfer a single subsidiary without disturbing the rest. If that fits your plans, see our guide to buying a holding company in Europe, and consider a GmbH & Co. KG where a partnership layer suits the tax setup.
- €25,000 — Germany — GmbH
- €10,000 — Austria — GmbH
- CHF 20,000 — Switzerland — GmbH
- CHF 50,000 — Liechtenstein — AG
Bar length is scaled to an approximate EUR equivalent; capital is stated in each country’s statutory currency. Sources: GmbHG §5, Austrian GesRÄG 2023, Swiss CO, Liechtenstein PGR.
What it costs: included vs extra
Many providers quote a single “from” figure with no breakdown. We prefer to show the parts. It helps to separate what is built into every company from the property-specific costs and the optional extras.
| Always included | Property-specific (paid to the state) | Optional extras |
|---|---|---|
| Statutory share capital (€25,000 for a GmbH) | Real estate transfer tax (3.5%–6.5% per state) | A business bank account |
| Notarial fees for the company | Notary and land-register fees on the property | A VAT number, where relevant |
| Commercial register fees | A virtual office / registered address | |
| Full company documents and transfer | A nominee or local managing director | |
| Ongoing tax, accounting, and compliance |
A key point: the share capital is not a fee. It belongs to the company and works inside it, including toward a deposit. For figures, see our shelf company cost guide, and contact us for a transparent quote built around your plan.
Ongoing compliance for a real estate GmbH
A property GmbH is a real company with real duties, and keeping the tax relief safe depends on getting them right. After setup we can run:
- Bookkeeping and accounting to German standards.
- Annual financial statements and their filing.
- Tax returns, including the annual check that the company still qualifies for the extended trade-tax deduction.
- Register and transparency-register upkeep when ownership or management changes.
- Amendments to the company name, registered office, or business activities.
- Legal representation, including acting as liquidator if you ever wind the company down.
Our aim is to keep the structure compliant and the tax position intact long after the property is bought.
Why work with a lawyer-led provider
A real estate GmbH carries legal and tax obligations that a checkout page cannot manage. With Müller Konsult you get legal sourcing grounded in the actual statutes cited throughout this page, genuine due diligence on any company before transfer, transparent pricing rather than a vague “from” figure, explicit handling for non-EU and non-resident investors, and a named, accountable adviser with a real office. That combination, plus ongoing tax and compliance support, is the difference between buying a company and structuring one safely.
Frequently asked questions
What is a real estate company in Germany?
In the investment sense it is a GmbH used to hold, let, and manage property, commonly called an Immobilien-GmbH. It is the legal ownership vehicle, not a brokerage or estate agency, and not a marketplace of buildings for sale.
What is a vermögensverwaltende (asset-managing) GmbH?
It is a GmbH whose sole activity is managing its own assets, typically letting its own property. That classification is what allows the extended trade-tax deduction, so it is the tax-attractive form for long-term landlords.
How is a real estate GmbH taxed?
It pays corporate income tax of 15% plus a 5.5% solidarity surcharge, an effective 15.825%, and normally trade tax on top. A pure-letting company can often remove the trade tax through the extended deduction.
What is the extended trade-tax deduction?
Under §9 No. 1 sentence 2 GewStG, a GmbH that only manages and lets its own property can deduct that letting profit from its trade-tax base, effectively removing trade tax on the rent. The conditions are strict and must be met every year.
Can I avoid trade tax on rental income?
Possibly, if the company’s sole activity stays within pure letting of its own property and it meets the conditions for the extended deduction. Step into activities the law treats as commercial and the relief can be lost. This is general information, not tax advice.
What is real estate transfer tax in Germany?
Grunderwerbsteuer is paid on each property purchase and ranges from 3.5% to 6.5% depending on the federal state. It is separate from the cost of the company and from corporate tax on rental profit.
What is a share deal and the 90% rule?
A share deal is buying the company that owns a property rather than the property itself. Transfer tax still applies if you acquire at least 90% of the shares within ten years, under GrEStG §1(2a)/(3) as reformed in 2021.
Can a foreigner own German property through a GmbH?
Yes. Germany has no nationality or residency requirement to own real estate or a German company, unlike Switzerland’s Lex Koller for residential property. Non-residents can own and run a German property GmbH.
Should I buy a shelf company or form a new one?
Buy a ready-made GmbH when you need to act on a property quickly; form a new one when you want a bespoke name and structure. A shelf company is usable in days, while formation takes several weeks.
What is the minimum share capital?
€25,000 for a GmbH under GmbHG §5, with at least €12,500 paid in before registration under §7. In a ready-made company the capital is already paid in and verified.
Is a notary required?
Yes. A GmbH share transfer, and a new formation, must be recorded in notarial form under GmbHG §15. Every legitimate transaction runs through a notary.
Can I set up a property GmbH remotely?
Yes. The purchase or formation can be completed using a remote notary or a power of attorney, so investors abroad can take ownership without travelling to Germany.
Do I need a German bank account?
In practice yes, to receive rent, pay costs, and service financing. We help you open or transfer a business account, and a local director can make the bank’s checks easier to clear.
Is a GmbH worth it for a single property?
It depends on the rental income, your holding period, and whether you reinvest profits. The liability and tax benefits can outweigh the setup and compliance cost for a serious investor, but not always. We assess it with you.
Can I hold several properties under one structure?
Yes. A common approach is one GmbH per property or project, owned by a holding GmbH on top, which ring-fences risk and simplifies sales and succession.
What ongoing compliance applies?
A GmbH must keep accounts, file annual financial statements and tax returns, and keep its register and beneficial-owner entries current. For a property GmbH, the annual check that it still qualifies for the trade-tax relief is part of this.
How much does a real estate GmbH cost?
The cost is the share capital, which belongs to the company, plus a service fee and any ongoing tax and accounting support. Real estate transfer tax on each property is separate. We give a transparent, itemised quote on request.
Official sources
- German Limited Liability Companies Act (GmbHG), official English text — gesetze-im-internet.de
- German Commercial Register (Handelsregister) — handelsregister.de
- Transparency register (Transparenzregister) — transparenzregister.de
This page is general information about German company and tax law, not tax, legal, or investment advice. Tax treatment depends on your circumstances and the rules change. Please take advice before acting.
Ready to set up your property GmbH?
Contact Müller Konsult to form or buy a German real estate company structured for your portfolio. We assess your goals, choose the right vehicle and tax setup, and guide you through every step. Müller Konsult · Königsallee 27, 40212 Düsseldorf · +49 211 5403 8800 · info@gmbhforsale.com · Request a callback
Reviewed by Stefan Stelthove, Corporate & Commercial Lawyer, Müller Konsult. Last updated 7 June 2026.
Related: Corporate tax in Germany · Buy a holding company in Europe · Shelf company Germany · Real estate company Switzerland · Types of companies in Germany
